|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
4.21 Brokers and Financial Advisers Fees. Except for Guggenheim Securities, LLC (the Financial Advisor), the fees of which will be solely borne by Seller, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for the Public Company or any of its Affiliates in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment from Buyer, Seller, the Company or any of its Affiliates in respect thereof.
REPRESENTATIONS AND WARRANTIES REGARDING SELLER
Seller hereby represents and warrants to Buyer that:
5.1 Organization, Standing and Power.
(a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate all of its properties, rights and assets and to carry on its business as it is now being conducted.
(b) Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification required by Law, except where the failure to be so licensed, qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.
5.2 Authorization. Seller has all necessary corporate power and authority to execute and deliver this Agreement and each Seller Document and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and each Seller Document, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate action of Seller. This Agreement has been, and each Seller Document will be at or prior to the Closing, duly executed and delivered by Seller and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes (or, when executed and delivered, will constitute) a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(a) Neither the execution and delivery of this Agreement or any Seller Document by Seller nor the consummation by Seller of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of